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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
===========================
(Check One): ___ Form 10-K ___ Form 20-F ___ Form 11-K
___ Form 10-Q _X_ Form N-SAR
For Period Ended: 09-30-95_________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_______________________
Read Instruction (on back page) Before Preparing Form.
Please Print or Type
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
________________________________________________________________________
PART I - REGISTRANT INFORMATION
Heritage Income-Growth Trust
________________________________________________________________________
Full Name of Registrant
________________________________________________________________________
Former Name if Applicable
880 Carillon Parkway
________________________________________________________________________
Address of Principal Executive Office (Street and Number)
St. Petersburg, Florida 33733
________________________________________________________________________
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
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(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
X___ (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-
Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED): The
Fund's adviser and administrator did not receive certain necessary
information in time to complete Form N-SAR.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Donald H. Glassman (813) 573-3800 x3543
___________________________________________ ____________________
(Name) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months (or
for such shorter) period that the registrant was required to file
such reports) been filed? If answer is no, identify report(s).
_X_ Yes ___ No
_________________________________________________________________________
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof?
_X_ Yes ___ No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
_________________________________________________________________________
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Heritage Income-Growth Trust
________________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 30, 1995_______________By_________________________________
Stephen G. Hill, President
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall
be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act
of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the
form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall
be filed with each national securities exchange on which any
class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25
but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended
notification.
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